EQUITY-BASED COMPENSATION

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to award equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.

As of December 31, 2022, the Incentive Plan provides for the issuance of up to 30.0 million shares. We account for equity-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation and is reported within operating expenses and general and administrative in the Consolidated and Combined Consolidated Statement of Operations.

The following table presents our stock-based compensation expense recognized in the Consolidated and Combined Consolidated Statements of Operations:


	Year Ended December 31,						Remaining Expense To Be Recognized, If All Vesting Conditions Are Met as of December 31, 2022
	2022		2021		2020

Restricted shares	$	2,020	$	3,215	1,676		$	1,512
Common units	2,126		823		649		2,690
Total	$	4,146	$	4,038	$	2,325	$	4,202

The following tables present information for our stock options, restricted shares of our subsidiary and common units of our subsidiary:


	Stock Options			Restricted Shares			Common Units
	Options	Weighted Average Exercise Price		Shares	Weighted Average Issuance Price		Units	Weighted Average Issuance Price
Outstanding as of December 31, 2021	—	$	—	619,241	$	8.02	960,829	$	1.14
Granted	14,647,307	2.77		—	—		3,800,000	1.00
Less: exercised or vested	252,472	2.08		259,717	8.19		1,940,467	1.05
Less: forfeited and canceled	—	—		30,744	7.96		—	—
Outstanding as of December 31, 2022	14,394,835			328,780			2,820,362


	Stock Options		Restricted Shares		Common Units
As of December 31, 2022:
Weighted average exercise / issuance price (per share)	$	2.77	$	8.10	$	1.02
Aggregate intrinsic value (in thousands)	$	3,461	$	3,269	$	3,091
Weighted average remaining contractual term	9.0 years		0.5 years		1.2 years

During the year ended December 31, 2022, certain of the Manager’s employees exercised 252,472 options at a weighted average exercise price of $2.08 and received a net 57,607 shares of our common stock.

Stock Options

In connection with the spin off and our redeemable preferred stock raise (see Notes 16, 18 and 19 for details), we granted options to purchase our common stock to the Manager. The fair value of these options of $18 million, calculated using a binomial lattice model at issuance date, was recorded as an increase in equity with an offsetting reduction of proceeds received.

The following table presents information related to the options to purchase our common stock:


		Year Ended
		December 31, 2022
Number of options		10,869,565
Fair value at grant date ($ millions)		$18.1
Expected volatility	The expected stock volatility is based on an assessment of the volatility of our publicly traded common stock.	60.00%
Risk free interest rate	The risk-free rate is determined using the implied yield currently available on U.S. government bonds with a term consistent with the expected term on the date of grant.	2.58%
Expected dividend yield	The expected dividend yield is based on management’s expected dividend rate.	3.60%
Early exercise multiple	Assumption that options will be exercised when the share price to strike price ratio reaches a certain threshold.	2.5
Expected term	Expected term used represents the period of time the options granted are expected to be outstanding.	10.0 years
Number of time steps	The number of time steps between the valuation and expiration dates.	1,000

Restricted Shares

We issued restricted shares of our subsidiary to certain employees during the years ended December 31, 2021 and 2020, that had grant date fair values of $5.6 million and $4.0 million, respectively, and generally vest over three years. We did not issue any restricted shares during the year ended December 31, 2022. These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

Common Units

We issued 1,900,000, 1,052,632, and 1,883,772 common units of our subsidiaries to certain employees for the years ended December 31, 2022, 2021 and 2020, respectively, that had grant date fair values of $1.9 million, $1.2 million, and $2.1 million, respectively, and vest over three years. These awards are subject to continued employment and compensation expense is recognized ratably over the vesting periods. The fair value was based on the fair value of the operating subsidiary on the grant date, which is estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

Additionally, during the year ended December 31, 2022, we issued 1,900,000 separate common units of our subsidiary that had a grant date fair value of $1.9 million and vest over three years. These awards are subject to performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting periods if it is probable that the performance conditions will be met. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.